EANS-News: aleo solar AG
aleo solar AG´s Management Board and Supervisory
Board back takeover offer from Robert Bosch GmbH
Prenzlau/Oldenburg (euro adhoc) -
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Company Information/Joint statement of the Management Board and the Supervisory Board
The Management Board and Supervisory Board of aleo solar AG today issued a joint statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) on the voluntary public takeover offer submitted by Robert Bosch GmbH on August 31, 2009. Robert Bosch GmbH has made an offer to the shareholders of aleo solar AG for the acquisition of all shares of aleo solar AG at a cash price of EUR 9.00 per share.
After examining the offer document, the Management Board and Supervisory Board deem the consideration of EUR 9.00 per share offered by Robert Bosch GmbH fair. This view is supported by the fairness opinion prepared by SUSAT & Partner OHG, the independent audit firm engaged by aleo solar AG. The Management Board and Supervisory Board were also advised by the investment bank Jefferies International Ltd. and Freshfields Bruckhaus Deringer LLP.
The Management Board and Supervisory Board consider the offer to be in the interests of aleo solar AG as a business. aleo has positioned itself as a premium brand and built up strong sales. The Bosch Group believes these activities ideally complement its current activities in the field of renewable energy. In the opinion of the Management Board and Supervisory Board, this alliance will provide a sound basis for successfully continuing aleo´s growth course of recent years. The Management Board and Supervisory Board welcome the offeror's declared willingness to contribute its financial strength, resources for the development of new technologies, experience in high-precision mass production, international distribution channels and, last but not least, its reputation, and expect these factors to strengthen aleo solar AG.
In this context, the Management Board and Supervisory Board refer to the offer conditions set out in the offer documentation released by Robert Bosch GmbH. Among other things, these include clearance of the takeover under merger control regulations and a minimum acceptance threshold of at least 75%. Please refer to section 12.4 of the offer document for more information on the offer terms.
The Management Board and Supervisory Board believe that the consideration offered by Robert Bosch GmbH is fair within the meaning of Section 31 (1) WpÜG and that the offer is in the interests of the company. They therefore unanimously back the offer and recommend that the shareholders of aleo solar AG accept it.
It is at the sole discretion of the shareholders of aleo solar AG to accept or reject the offer, taking into account the overall circumstances and their individual circumstances and their assessment of the potential for the future performance of the company´s shares. Both the acceptance and the rejection of the offer may have disadvantages for the shareholders of aleo solar AG that are explained in the joint statement of the Management Board and Supervisory Board.
The joint statement issued by the Management Board and Supervisory Board of aleo solar AG is available on the Company's website at http://www.aleo-solar.de. It can also be requested free of charge by phone (+49 (0) 441 - 21988 - 770), fax (+49 (0) 441 - 21988 - 690), or email (invest@aleo-solar.de).
Further inquiry note:
Franz Nieper
Investor Relations, Legal & Compliance
Tel.: +49 (0)441-21988-770
E-Mail: Invest@aleo-solar.de
Branche: Alternative energy
ISIN: DE000A0JM634
WKN: A0JM63
Index: CDAX, Prime All Share, Technologie All Share
Börsen: Frankfurt / regulated dealing/prime standard
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München / free trade